Fifth Wall Acquisition Corp. I
PROPOSED BUSINESS COMBINATION: SmartRent.com, Inc.
ENTERPRISE VALUE: $1.66 billion
ANTICIPATED SYMBOL: SMRT
Fifth Wall Acquisition Corp. I proposes to combine with SmartRent.com, Inc.
SmartRent is the category-leading smart home operating system for residential property owners and managers, homebuilders, home buyers, and residents. Founded in 2017, SmartRent is a proptech company that provides the real estate industry with deeply integrated, brand-agnostic hardware and software solutions.
SmartRent’s IoT operating system enables property owners, operators, and developers to decrease the complexities of property management, lower operating costs, and increase revenue. Before SmartRent, the real estate industry lacked an integrated software management platform that could deliver a smart home experience for real estate operators. Using their breadth and depth of experience as real estate operators, SmartRent’s founding team members pioneered an open-architecture, hardware-agnostic operating system for residential owners while also launching a fully employed national field services team to execute installations for both new construction and retrofitted properties, making SmartRent’s product highly attractive to real estate owners across all property types, segments, and regions.
SmartRent expects to achieve positive EBITDA by 2022. Eighty percent of the company’s unit projections for 2021-2022 come from already committed units.1 It has a growing base of recurring revenue and has seen 0% customer churn since inception.
Having emerged as the category leader in the U.S., SmartRent is the only company among its peers poised to penetrate the multibillion-dollar smart home management market on a global scale across all asset classes in both retrofit and new development. From existing customers alone, SmartRent has an opportunity to generate up to $1.5 billion in annual revenue.
TRANSACTION
- The equity value of the combined company is $2.2 billion at the $10.00 per share PIPE subscription price and assuming no public shareholders of FWAA exercise their redemption rights.
- The combined company is expected to have up to approximately $513 million in cash at closing, including $345 million of cash held in FWAA from its initial public offering on February 5, 2021.
- The transaction is further supported by a $155 million PIPE at $10 per share from leading real estate companies, SmartRent customers, and institutional financial investors, including Starwood Capital Group, Lennar, Invitation Homes, Koch Real Estate Investments, Baron Capital Group, D1 Capital Partners L.P., Long Pond Capital, LP, and Conversant Capital LLC.
- After the merger, SmartRent’s existing shareholders are expected to own approximately 73% of the pro forma company at close.
- The founder shares of FWAA’s sponsor are locked up for periods of up to three years.
- Additionally, we expect that by closing, all of the shares held by SmartRent’s existing shareholders will be subject to a six-month lockup post-closing.

PIPE
- 15,500,000 shares of FWAA common stock , at a per share price of $10 for an aggregate purchase price of $155 million
- Investors include: leading real estate companies, SmartRent customers, and institutional financial investors, including Starwood Capital Group, Lennar, Invitation Homes, Koch Real Estate Investments, Baron Capital Group, D1 Capital Partners L.P., Long Pond Capital, LP, and Conversant Capital LLC.
SPONSOR AGREEMENT
The Sponsor also has agreed to certain transfer restrictions with respect to its Founder Shares, as follows:
- (a) 40% of its Founder Shares will be subject to a one year lock-up, and will be released from such lock-up if the closing price of FWAA common stock equals or exceeds $12 for any 20 trading days in a 30-consecutive trading day period commencing 150 days post-Closing,
- (b) 30% of its Founder Shares will be subject to a two year lock-up, and will be released from such lock-up if the closing price of FWAA common stock equals or exceeds $15 for any 20 trading days in a 30-consecutive trading day period commencing after the first anniversary of the Closing and
- (c) 30% of its Founder Shares will be subject to a three year lock-up, and will be released from such lock-up if the closing price of FWAA common stock equals or exceeds $17.50 for any 20 trading days in a 30-consecutive trading day period commencing after the first anniversary of the Closing.
LOCKUP
- The founder shares of FWAA’s sponsor are locked up for periods of up to three years.
- The shares held by SmartRent’s existing shareholders will be subject to a six-month lockup post-closing.
NOTABLE CONDITIONS TO CLOSING
- The sum of the amount in FWAA’s trust account (calculated net of any stockholder redemptions), plus the proceeds of the PIPE Financing, equals or exceeds $250 million
NOTABLE CONDITIONS TO TERMINATION
- By either party if the Closing has not occurred on or prior to eight months following the execution of the Merger Agreement
- By FWAA if SmartRent fails to deliver its PCAOB-compliant audited financials prior to May 17, 2021.
ADVISORS
- J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as co-financial advisors to SmartRent.
- DLA Piper LLP (US) is acting as its legal counsel.
- Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC acted as Lead Placement Agents on the PIPE for Fifth Wall Acquisition Corp. I.
- Deutsche Bank Securities and Goldman Sachs & Co. LLC are acting as Capital Markets Advisors to Fifth Wall Acquisition Corp. I.
- Gibson, Dunn & Crutcher LLP is serving as legal counsel to Fifth Wall Acquisition Corp. I
- Moelis & Company LLC is acting as financial advisor to the board of directors of Fifth Wall Acquisition Corp. I.
- Simpson, Thacher & Bartlett LLP is serving as counsel to the placement agents.
MANAGEMENT & BOARD
Executive Officers
Brendan Wallace, 39
Chairman of the Board & Chief Executive Officer
Brendan Wallace is a prominent leader in the real estate industry, with more than 16 years of real estate experience. Mr. Wallace serves as a co-founder and Managing Partner at Fifth Wall, where he guides the firm’s strategic vision and serves as the chairman of the investment committee. Prior to starting Fifth Wall, Mr. Wallace co-founded Identified, a venture-backed data and analytics company that was acquired by Workday (NYSE: WKDY) in 2014. Mr. Wallace also co-founded Cabify, the largest ridesharing service in Latin America, and has been an active investor, leading more than 60 angel investments including Coinbase, Dollar Shave Club, Lyft, SpaceX, Clutter, and Philz Coffee. Mr. Wallace started his career at Goldman Sachs in the real estate, hospitality, and gaming group before joining The Blackstone Group’s real estate private equity practice where he was involved with the buyout of Hilton Hotels and Equity Office Properties. Brendan is a graduate of Princeton University and received his M.B.A. from Stanford University.
Andriy Mykhaylovskyy, 35
Director and Chief Financial Officer
Andriy Mykhaylovskyy has extensive experience in the asset management and investment industry having invested across the entire capital structure in both public and private markets across multiple industries. Mr. Mykhaylovskyy is a Managing Partner and COO at Fifth Wall, where he oversees the firm’s day-to-day operations and investing activities. Prior to joining Fifth Wall, Mr. Mykhaylovskyy was a Principal and founding team member at Evergreen Coast Capital, a technology-focused private equity affiliate of Elliott Management Corporation. Other previous leadership roles include Vice President at The Gores Group, an operationally focused private equity firm founded by Alec Gores (a serial SPAC sponsor), and CFO of Identified, a data and analytics company. Mr. Mykhaylovskyy started his career in investment banking at Morgan Stanley, where he offered financial advisory and capital-raising services to global industrial corporations, before joining technology-focused private equity firm Francisco Partners as an Associate. Andriy is a graduate of Princeton University and received his M.B.A. from Stanford University.
Board of Directors
Alana Beard, 38
Director
Ms. Beard has been a Senior Associate at SVB Capital since February 2020 and President of the 318 Foundation, Inc., a non-profit organization, since January 2021. Prior to joining SVB, Alana was a member of the WNBA Los Angeles Sparks organization from April 2012 to January 2020 and an ESPN/ACC women’s college basketball analyst from October 2019 to March 2020. During her career with the Sparks, Ms. Beard was a four-time WNBA All-Star, won the WNBA championship in 2016 and was named WNBA Defensive Player of the Year for the 2017 and 2018 seasons. Ms. Beard graduated from Duke University in 2004 with a bachelor’s degree in Sociology.
Victor Coleman, 59
Director
Mr. Coleman serves as Chief Executive Officer, President and Chairman of Hudson Pacific Properties, Inc. since June 2010. Prior to the formation of Hudson Pacific Properties, Inc., Mr. Coleman founded and served as a managing partner of its predecessor, Hudson Capital, LLC, a private real estate investment company since October 2006. In 1990, Mr. Coleman co-founded and led Arden Realty, Inc. as its President and Chief Operating Officer and as a director until its sale to General Electric Co. in May 2006. Mr. Coleman also serves on the boards of directors of the Ronald Reagan UCLA Medical Center, the Fisher Center for Real Estate and Urban Economics, Los Angeles Sports & Entertainment Commission and the Los Angeles Chapter of the World Presidents’ Organization. Mr. Coleman’s experience as a director also includes service on the board of other publicly traded real estate investment trusts, or REITs, such as Douglas Emmett, Inc. from 2006 to 2009 and Kite Realty since 2012, where he currently serves as a member of both its compensation committee and nominating and corporate governance committee. He received his B.A. in History from the University of California, Berkeley in 1983 and his M.B.A. from Golden Gate University in 1985.
Angela C. Huang, 38
Director
Ms. Huang is a Managing Director of EE Capital Pte. Ltd. since June 2020. Previously, Ms. Huang was an Asset Manager and Managing Director of Hillhouse Capital Management Pte. Ltd., a global private and public equity investment management firm, from February 2013 to April 2020. She received her A.B. in History of East Asian Studies from Princeton University in 2004 and her J.D. from Columbia University in 2008, where she was a Harlan Fiske Stone Scholar.
Wisdom Lu, 54
Director
Ms. Lu has been serving as a General Partner of Stibel Investments since 2010 and Bryant Stibel since co-founding it in July 2015. Ms. Lu also serves as a member of the board of directors of Tailwind Acquisition Corp., a special purpose acquisition vehicle, and as the chairperson of its audit committee since September 2020. She has previously served as the Chief Financial Officer at Dun & Bradstreet Credibility Corp. from September 2014 to January 2017 and as its Senior Vice President, Data Works from February 2012 to August 2014. Prior to Dun & Bradstreet, she served as the Chief Financial Officer of Liberman Broadcasting where she oversaw finance, information technology, human resources, as well as legal and investor relations. Prior to Liberman Broadcasting, Ms. Lu served as Treasurer and Chief Investment Officer of Health Net, Inc. from August 1996 to April 2008. Ms. Lu received a degree in Bachelor of Engineering from Rensselaer Polytechnic Institute in 1987 and an M.B.A. from New York University in 1993.
